CAMIRE et al v. ALCOA USA CORP. et al

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
MARTHA BRENNAN CAMIRE, et al.,
Plaintiffs,
v.
ALCOA USA CORP., et al.,
Defendants.
Civil Action No. 24 - 1062 (LLA)
MEMORANDUM OPINION AND ORDER
In March 2025, this court dismissed Plaintiffs’ suit alleging violations of the Employee
Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., for failure to
establish Article III standing. ECF Nos. 41, 42. Plaintiffs now seek to alter or amend the court’s
judgment under Federal Rule of Civil Procedure 59(e) and seek leave to file a second amended
complaint under Rule 15(a). ECF No. 43. For the reasons explained below, the court will deny
Plaintiffs’ motion.
I. FACTUAL BACKGROUND AND PROCEDURAL HISTORY
Plaintiffs Martha Brennan Camire, Craig Jefferson, David Lyn Shepherd, and Daniel
Schipper are former employees of Defendant Alcoa Corporation (“Alcoa”) who are participants in
the company’s pension plans. ECF No. 28 ¶¶ 9, 12-15. Defendants are Alcoa, “a publicly traded
aluminum producer headquartered in Pittsburgh, Pennsylvania,” id. ¶ 16; Alcoa USA Corporation,
a subsidiary of Alcoa Corporation, id. ¶ 17; the Alcoa Corporation Benefits Management
Committee, which is a “group of individuals appointed by Alcoa’s Board of Directors to oversee
the operation of” Alcoa’s pension plans, id. ¶ 18; William F. Oplinger, the President and Chief
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Executive Officer of Alcoa, id. ¶ 19; Fiduciary Counselors, Inc., which is “a privately held
investment consulting firm that acts as an independent fiduciary for pension fund assets,” id. ¶ 20;
and John Does 1-5, who are “unknown members of the Benefits Committee who exercised
discretionary authority or discretionary control” over various aspects of the pension plans, id. ¶ 21.
Plaintiffs are participants in Alcoa’s defined-benefit pension plans, under which they
receive a fixed amount every month, regardless of the value of their plan or any management
decisions. Id. ¶¶ 1, 10, 26-28. 1 A defined-benefit plan places the risk of failure on the employer,
rather than on plan participants: “[i]n the event that plan assets are inadequate to satisfy liabilities
for benefit payments, the employer has an obligation to make additional contributions to the plan
to meet ERISA’s funding requirements.” Id. ¶ 28. Because the risk of plan failure falls on
employers, they sometimes attempt to mitigate their exposure through pension risk transfer
(“PRT”) transactions, in which “an employer offloads all or part of its pension benefit obligations
by purchasing [group annuity contracts] with plan assets from an insurer, who then assumes the
responsibility of future benefit payments to employees and retirees covered by the transaction.”
Id. ¶ 29. At issue here are PRT transactions related to partial buyouts of the Alcoa entities’ pension
obligations by Athene Annuity and Life Co. and Athene Annuity & Life Assurance Company of
New York (collectively “Athene”), id., “private equity-controlled insurance companies with a
highly risky offshore structure,” id. ¶ 3.
1 “In a defined-benefit plan, retirees receive a fixed payment each month, and the payments do not
fluctuate with the value of the plan or because of the plan fiduciaries’ good or bad investment
decisions. By contrast, in a defined-contribution plan, such as a 401(k) plan, the retirees’ benefits
are typically tied to the value of their accounts, and the benefits can turn on the plan fiduciaries’
particular investment decisions.” Thole v. U.S. Bank N.A., 590 U.S. 538, 540 (2020).
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When pension benefit obligations are transferred through a PRT transaction, the plan
participants lose their protections under ERISA. Id. ¶ 32. ERISA guarantees the pension funds of
qualifying plan participants through the Pension Benefit Guaranty Corporation (“PBGC”), which
protects pensioners in the event of a plan’s failure. Id. After a PRT transaction, a plan participant’s
pension is protected only by a state guaranty association, which “offer[s] less protection compared
to the PBGC” because it is not pre-funded and only provides coverage up to limits set by state law.
Id. ¶ 34. In interpretive guidance, the U.S. Department of Labor has instructed that when plan
fiduciaries select an annuity provider in connection with a PRT, they must take certain “steps
calculated to obtain ‘the safest annuity available.’” Id. ¶ 24 (quoting 29 C.F.R. § 2509.95-1).
Beginning in 2018, “Defendants transferred Alcoa’s pension liabilities to Athene” via “a
series of seven PRTs.” Id. ¶ 80; see id. ¶ 82-83. “[B]etween August 2018 and August 2022, the
Alcoa Defendants’ PRTs affected nearly 30,000 Alcoa Plan participants, offloading approximately
$2.79 billion of Alcoa’s pension liabilities to Athene.” Id. ¶ 83.
Plaintiffs filed this putative class action in April 2024, ECF No. 1, and filed an amended
complaint in July 2024, ECF No. 28. Plaintiffs allege that Defendants’ selection of Athene as an
annuity provider violated their fiduciary obligations under ERISA because Defendants failed to
adequately investigate whether Athene was “the safest annuity available.” ECF No. 28 ¶¶ 84-89.
Defendants moved to dismiss Plaintiffs’ amended complaint and to file supporting exhibits under
seal and partially under seal. ECF Nos. 34 to 36, 39, 40.
In March 2025, the court granted Defendants’ motion to dismiss without prejudice, denied
the remaining motions as moot, and dismissed the action without prejudice. ECF Nos. 41, 42. The
following month, Plaintiffs filed a motion to alter or amend the court’s judgment under Federal
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Rule of Civil Procedure 59(e) and sought leave to file a second amended complaint under
Rule 15(a). ECF No. 43. That motion is fully briefed. ECF Nos. 43, 44, 46, 48 to 51.
II. LEGAL STANDARDS
A. Federal Rule of Civil Procedure 59(e)
Federal Rule of Civil Procedure 59(e) permits a party to file a motion to alter or amend a
court’s judgment within twenty-eight days of the entry of judgment. Such a motion is only
warranted in “extraordinary circumstances.” Mohammadi v. Islamic Republic of Iran, 947 F.
Supp. 2d 48, 77 (D.D.C. 2013), aff’d, 782 F.3d 9 (D.C. Cir. 2015). A party may not use a
Rule 59(e) motion to “relitigate old matters, or to raise arguments or present evidence that could
have been raised prior to the entry of judgment.” Exxon Shipping Co. v. Baker, 554 U.S. 471, 485
n.5 (2008) (quoting 11 Charles Alan Wright et al., Federal Practice and Procedure § 2810.1
(2d ed. 1995)). And a Rule 59(e) motion that “repeat[s] unsuccessful arguments,” Slate v. Am.
Broad. Cos., 12 F. Supp. 3d 30, 34 (D.D.C. 2013), or is made based on “[m]ere disagreement”
with the court’s judgment, will not survive scrutiny, Wannall v. Honeywell Int’l, Inc.,
No. 10-CV-351, 2013 WL 12321549, at *3 (D.D.C. Oct. 24, 2013) (alteration in original) (quoting
U.S. ex rel. Becker v. Westinghouse Savannah River Co., 305 F.3d 284, 290 (4th Cir. 2002)).
A district court “need not” grant a Rule 59(e) motion “unless [it] finds that there is an
intervening change of controlling law, the availability of new evidence, or the need to correct a
clear error or prevent manifest injustice.” Messina v. Krakower, 439 F.3d 755, 758 (D.C. Cir.
2006) (quoting Firestone v. Firestone, 76 F.3d 1205, 1208 (D.C. Cir. 1996)). In assessing “clear
error” in the Rule 59(e) context, “courts have required ‘a very exacting standard,’ . . . such that the
‘final judgment must be “dead wrong” to constitute clear error.’” Wannall, 2013 WL 12321549,
at *3 (first quoting Bond v. U.S. Dep’t of Just., 286 F.R.D. 16, 22 (D.D.C. 2012); then quoting
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Lardner v. Fed. Bureau of Investigation, 875 F. Supp. 2d 49, 53 (D.D.C. 2012)). Likewise,
“manifest justice” is an “exceptionally narrow concept in the context of a Rule 59(e) motion,” and
it “entail[s] more than just a clear and certain prejudice to the moving party, but also a result that
is fundamentally unfair in light of governing law.” Id.
B. Federal Rule of Civil Procedure 15(a)
Under Federal Rule of Civil Procedure 15(a), if a party may no longer amend its complaint
as a matter of course, it may seek the opposing party’s consent or the court’s leave to do so. While
the court retains discretion over whether to grant a motion for leave to amend, it “should freely
give leave when justice so requires.” Fed. R. Civ. P. 15(a)(2). “[I]t is an abuse of discretion to
deny leave to amend unless there is sufficient reason, such as ‘undue delay, bad faith or dilatory
motive[,] repeated failure to cure deficiencies by [previous] amendments[,] [or] futility of
amendment.’” Firestone, 76 F.3d at 1208 (second and fourth alterations in original) (quoting
Foman v. Davis, 371 U.S. 178, 182 (1962)). Amendment is futile “if the proposed claim would
not survive a motion to dismiss.” James Madison Ltd. by Hecht v. Ludwig, 82 F.3d 1085, 1099
(D.C. Cir. 1996). This is typically the case when the amendment “merely restates the same facts”
or “fails to state a legal theory.” Robinson v. Detroit News, Inc., 211 F. Supp. 2d 101, 114
(D.D.C. 2002). “[U]nder Rule 15, ‘the non-movant generally carries the burden in persuading the
court to deny leave to amend.’” In Lux Rsch. v. Hull McGuire PC, No. 23-CV-523, 2023 WL
8190821, at *2 (D.D.C. Nov. 27, 2023) (quoting Nwachukwu v. Karl, 222 F.R.D. 208, 211
(D.D.C. 2004)).
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III. DISCUSSION
Plaintiffs request that the court vacate its dismissal of the case under Rule 59(e) and grant
Plaintiffs leave to amend their complaint under Rule 15(a). ECF No. 43-1, at 5-6. As a threshold
matter, the parties dispute what standard governs the court’s consideration of Plaintiffs’ request.
Defendants argue that Plaintiffs must first satisfy Rule 59(e)’s standard, which requires the moving
party to show an intervening change of controlling law, newly available evidence, or clear error or
manifest injustice. ECF No. 44, at 5-6. Plaintiffs counter that “[s]uch a showing is not required
when the purpose of [a] Rule 59(e) motion is to present an amended pleading,” so Rule 15(a)’s
liberal standard for granting leave to amend governs. ECF No. 46, at 1; see ECF No. 43-1, at 5-6.
The court agrees with Defendants.
“[O]nce a final judgment has been entered, a court cannot permit an amendment [pursuant
to Rule 15(a)] unless the plaintiff ‘first satisf[ies] Rule 59(e)’s more stringent standard’ for setting
aside that judgment.” Ciralsky v. Cent. Intel. Agency, 355 F.3d 661, 673 (D.C. Cir. 2004) (third
alternation in original) (quoting Firestone, 76 F.3d at 1208); see W. Wood Preservers Inst. v.
McHugh, 292 F.R.D. 145, 147 (D.D.C. 2013) (“It is well established that ‘[w]here a district court
is presented with a motion for leave to amend following a dismissal, the court considers the motion
for leave to amend only after consideration of a party’s motion to amend or alter the dismissal.’”
(alteration in original) (quoting DeGeorge v. United States, 521 F. Supp. 2d 35, 40-41
(D.D.C. 2007))). This court thus lacks authority to grant Plaintiffs’ Rule 15(a) motion without
first vacating its final judgment dismissing the case. Osborn v. Visa Inc., 797 F.3d 1057, 1062
(D.C. Cir. 2015).
Plaintiffs rely on Brink v. Continental Insurance Company, 787 F.3d 1120 (D.C. Cir.
2015), and Firestone v. Firestone, 76 F.3d 1205 (D.C. Cir. 1996), to argue that Rule 59(e)’s
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standard does not apply, see ECF No. 46, at 1-2, but those cases are inapposite. In Brink and
Firestone, the D.C. Circuit instructed that where a plaintiff moves for reconsideration and seeks
leave to amend, the “denial of the Rule 59(e) motion . . . is an abuse of discretion if the dismissal
of the complaint with prejudice was erroneous; that is, the Rule 59(e) motion should be granted
unless ‘the allegation of other facts consistent with the challenged pleading could not possibly cure
the deficiency.’” Brink, 787 F.3d at 1128-29 (emphasis added) (quoting Firestone, 76 F.3d
at 1209). This rule, however, applies only where the plaintiff’s complaint was dismissed with
prejudice. See id. at 1128. That is because “Brink’s holding stems from the ‘high’ bar that the
D.C. Circuit has set for dismissals with prejudice, in which such a dismissal is permitted only when
the plaintiff ‘could not allege additional facts that would cure the deficiencies in her complaint.’”
Bernier v. Allen, No. 16-CV-828, 2020 WL 4047953, at *3 (D.D.C. July 20, 2020) (quoting
Belizan v. Hershon, 434 F.3d 579, 584 (D.C. Cir. 2006)); see Baltimore v. Pruitt, 293 F. Supp. 3d
1, 4 (D.D.C. 2017) (granting Rule 59(e) motion where the court concluded it had erred in
dismissing the complaint with prejudice).
This court dismissed Plaintiffs’ action without prejudice, so Brink’s permissive standard
for reconsidering a judgment does not apply. See al-Hawsawi v. Trump, No. 21-CV-2907, 2025
WL 885212, at *1-2 (D.D.C. Mar. 21, 2025) (explaining that the court’s prior dismissal was meant
to be without prejudice and then applying the Rule 59(e) standard); Mouzon v. Radiancy, Inc., 309
F.R.D. 60, 63 (D.D.C. 2015) (explaining that the general rule that district courts consider a motion
for leave to amend only after consideration of a party’s Rule 59(e) motion was “applicable in cases,
like this one, where claims had been dismissed without prejudice”). Accordingly, Plaintiffs must
first “‘satisfy Rule 59(e)’s more stringent standard,’ before Federal Rule of Civil
Procedure ‘15(a)’s liberal standard for granting leave to amend governs.’” Seth v. District of
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Columbia, No. 18-CV-1034, 2019 WL 2058670, at *4 (D.D.C. May 8, 2019) (quoting Firestone,
76 F.3d at 1208), aff’d, 813 F. App’x 611 (D.C. Cir. 2020).
Here, Plaintiffs have not carried their burden of obtaining the “disfavored” and
“extraordinary” relief of Rule 59(e) reconsideration. Niedermeier v. Off. of Baucus, 153 F. Supp.
2d 23, 28 (D.D.C. 2001). While Plaintiffs argue that their amended complaint “add[s] factual
support for their existing theories of standing,” ECF No. 46, at 3, a party cannot use a Rule 59(e)
motion “to raise arguments or present evidence that could have been raised prior to the entry of
judgment,” Exxon Shipping Co., 554 U.S. at 485 n.5 (quoting 11 Wright et al., Federal Practice
and Procedure § 2810.1). Moreover, Plaintiffs do not contend that an intervening change of
controlling law has occurred since the court’s dismissal, that new evidence has become available,
or that amending the judgment is necessary to correct a clear error or prevent manifest injustice.
See generally ECF Nos. 43-1, 46. Indeed, none of the supplemental authorities Plaintiffs cite from
other circuits constitute a change of controlling law. See ECF Nos. 48, 50. Nor do Plaintiffs argue
that any statutes of limitations or other barriers would prevent them from filing a new action after
this court’s dismissal without prejudice.2 Plaintiffs therefore “do not need any relief from this
2 In Ciralsky, the D.C. Circuit held that the district court did not abuse its discretion in denying the
plaintiff’s Rule 59(e) and Rule 15(a) motions where the district court had previously dismissed the
complaints without prejudice. 355 F.3d at 671-74. The Court nevertheless remanded the case to
the district court to reconsider its Rule 59(e) denial in light of newly apparent circumstances
showing that the plaintiff would be barred under the statute of limitations from refiling his
complaint—in other words, where the district court’s denial of the Rule 59(e) motion had put an
end to the plaintiff’s action such that the dismissal was “effectively with prejudice.” Id. at 672
(quoting Elmore v. Henderson, 227 F.3d 1009, 1011 (7th Cir. 2000)). Here, Plaintiffs do not argue
that a statute of limitations would prevent them from refiling their complaint, so this court’s denial
without prejudice did not have “the effect of permanently terminating” Plaintiffs’ lawsuit. Id.
at 671-72.
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Court in order to file the Proposed Amended Complaint in a separate action in this judicial district.”
Mouzon, 309 F.R.D. at 66.
IV. CONCLUSION
For the foregoing reasons, it is hereby ORDERED that Plaintiffs’ Motion to Alter or
Amend Judgment and for Leave to File Amended Complaint, ECF No. 43, is DENIED.
SO ORDERED.
LOREN L. ALIKHAN
United States District Judge
Date: February 24, 2026
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